Volume 1 Issue 9 Uncle Ben's Advice
by Serial Spider
Summary: Uncle Ben takes Peter for a drive and a talk, while Adrian Toomes takes Oscorp for a drive of a different kind.


_Issue Nine_

"_Uncle Ben's Advice"_

"Benjamin Parker, I could beat you right now, I hope you know." Aunt May smacked him across the face with a dish rag. It was not the first time that Aunt May had used that dish rag as a weapon, and it was not the last. But it would hopefully occur to her to wash it soon, as it had cleaned as many poor manners as dirty dishes. "I don't care if it was twenty dollars or twenty thousand. In this household, we don't gamble."

"May, I won two hundred bucks. Twenty dollars down for a two hundred dollar prize; that's a hundred and—"

"I learned just as much elementary arithmetic as you did, mister, so don't get all… Peter! Where on earth are you going?"

"To the library?" Peter said uncertainly.

"Have you eaten anything, Mr. Busy Bee?"

"Mr. Busy Bee? When did I turn seven again?"

Aunt May threw the dishrag in the sink with such force that a spatula was launched onto the counter. It seemed even the kitchenware cowered in fear of her anger.

"Why are you men getting smart with me, lately? Was it a hard question to answer? Whether or not you_ ate?_ Dammit, Peter Parker!"

"Aunt May, I—"

"Well, of course you didn't, Peter. Neither of you ever _mean_ to. But for the sake of all of us, please, just… just show some _sympathy _in this _household!_ I _work_ all day to… to…"

But it seemed that even for Aunt May the conversation was too much to cope with. For days, as the bills came and the mortgage rose, and the taxes climbed up on the kitchen counter, she tried to maintain a sense of humor. She smiled and made lemonade and teased Peter about his exercise, but it was only a matter of time before her façade dissolved and her stress manifested. In her case, it manifested in dejected silence, and without another word, she trudged into the hallway with her eyes watering but never loosing tears, and she ascended the stairs towards her bedroom to lie down.

"Is she alright?" Peter asked.

"You're going to the library?" Uncle Ben asked, almost tangentially. "I'll drive you. We'll talk in the car."

*

Gwen pushed Eddie towards the street, but he caught his hand on a signpost and pushed right back, laughing all the while.

"I'm not that bad," she insisted.

"Gwen Stacey!" he cried, tipping his face to the heavens. "The world's only Wii Sports player to get a real-world injury!"

Gwen cradled her arm. "The strap broke, okay. It's not my fault."

"It is if you swing that hard. You beat yourself with a remote control."

"Oh, shut up, Eddie," she laughed, and pushed him again. But this time, she pushed him into a tree, and he could do nothing to prevent his collision with the trunk.

"Oh, Eddie. Eddie, I'm sorry. Are you alright?"

"Little violent, there, Gwen."

It wasn't Eddie's voice.

Gwen spun around on the sidewalk. The late evening sun and nearby headlights sliced the roofs off of the parked cars and glared into her eyes. She raised a hand and blocked out its final rays. Beneath the shadow of her palm, walking toward her, was the elusive Harry Osborn.

*

Adrian Toomes stood like a silhouette in the doorway. Dim red light hovered behind him, mostly obscured by the tree line across the street. Beneath the hook of his long nose rose the collar of his trench coat, draped like a shadow over his figure.

"Evening, Gregory," said Toomes. The red ambience swept over his eyes, glowing like an aura on his irises.

Gregory Bestman froze in the doorway. The house behind him was quaint at best. A picture of a winter country house hung in his living room over an antique hutch. Doilies and flower arrangements marked his wife's touch, wherever she was now. Toomes had waited for her to drive off.

Bestman was alone amidst his potpourri and china. Alone except for the Cheshire grin of Adrian Toomes.

"Aren't you going to invite me in?"

Bestman took a step backwards, pulling the door open further. "How have you been since the accident?"

Adrian swept into the room like a vulture, virtually perching against an archway towards the rest of the house. Gregory took a quick look at himself in the mirror: haggard pouches under his insomniac eyes, a scruff of unshaven hairs shadowing his chin. His hair was scratchy and graying, not always present where some bald patches slept.

Toomes found his unkempt appearance almost amusing.

"Someone hasn't slept? What's been keeping you awake? Guilt, Gregory? I'm touched."

"I don't know what you're—"

"I've never heard that one before," said Adrian, pulling his 9mm from the depths of his coat. "Your lack of originality will be your downfall. Sit, you son-of-a-bitch. Sit down and listen to me."

"Alright, well, shit, just… take it easy. I'm sitting down. Alright? Nothing funny… I'm just sitting."

"Bestman. I never really thought about the irony of your name. You were never anything really special. Just a good thief of concepts. It didn't matter all that much when it was just an issue of whose name came first on a shared contract. But fuck, Greg. Selling the Gabriel Project? Really? Selling it to an umbrella corporation and their arrogant haunchos? And… burning… burning our lab to the… Gregory James Bestman… _Dies iræ, dies illa  
Solvet sæclum in favilla, Teste David cum Sibylla!." _

Toomes flitted the gun in his hand.

"That's… hey, Toomes, that's pretty good. The _dies irae_. You really had me… had me going there… heh…" And then Bestman began to laugh. Softly at first, a heckle, a chuckle, but then Adrian joined him and they were laughing so hard they felt like they'd burst.

And then Bestman did, as Toomes—suddenly straight-faced—lifted the pistol and fired three bullets through the breadth of Gregory's skull. A wash of red and gray fluid swept over the floor, and Gregory Bestman fell into it on his back, splintering the chair beneath him in a hundred directions. He toppled loosely over his shoulders, still frozen in laughter, with his feet over his head, folded over himself in death, laughing, laughing, laughing.

Toomes put his gun back in his coat, took the shell casings off the floor, raised his collar, and walked out of the door, closing it on the judgment inside.

_Day of wrath! O day of mourning!  
See fulfilled the prophets' warning,  
Heaven and earth in ashes burning!_

*

"Harry Osborn?"

"Eddie Brock! How the hell you been, man?" Harry swept his arms around Eddie, gripping him like a lost brother newly found.

Eddie pushed him to arms' length. "What… what happened to you?"

"What? This?" asked Harry, pointing to a tiny, thin bandage over the edge of his eyebrow. "Nothing worth admitting. Fell on the asphalt up at Brown. The ground's all icy."

"They have snow?" Gwen galked. "In October?"

"It's almost November, and it was cold. It's up north, cut me some slack. How have you guys _been?_ Eddie. I don't think I've seen you since… what..."

"Sixth grade," replied Eddie. They both smiled as Gwen hugged Harry. "It's good to see you, Osborn."

"Yeah," said Harry. "You guys, uh…"

"No," said Gwen, almost too quickly. "I just haven't seen Eddie in a while, and I gave him a call, and now Peter's working with him… so… well you can imagine. We're just all hanging out now. It's nice."

"I go away for like four days…" said Harry. "Oh, hey, wait. I uh… got tickets to the Freelance Tournament at Madison. Wanna go with me tonight, guys?"

"I can't," said Gwen. "I've got an English paper due in a couple days.

"Eddie?"

Eddie smiled. "You got it, Osborn. I'll meet you at your place later?"

"Nah," said Harry, "where _you_ guys going? I'll walk with you."

*

As the last light of evening vanished, Adrian Toomes came upon an Oscorp research facility. He parked his car and walked up to the door. It was locked, so he banged on the glass until a janitor came to answer it.

"We're closed. Come back in the morning," came the distorted voice from inside.

Toomes banged again on the glass.

"Please. Come back! I left my access pass inside. I need to pick it up from my desk."

"I don't have the authority to—"

"Please!" shouted Adrian. "I'm not gonna be in for the next week, and I don't want it to get accidentally picked up during that time. I'll be in and out. I promise."

The janitor stared at him. He held his mop in his weathered hands and looked through the glass frame. There was a moment of silence, he took a breath, and opened the door.

Toomes shot him before he had a chance to say, "Come in."

"Can't have you talking," he said, stepping stiffly over the man's corpse. Toomes tightened the silencer and then stuffed the gun back in his pocket. In the maintenance cart, he found the man's all-access card and clenched it between his gangly fingers. He walked through two black doors and down an access stairwell to the right.

The unmanned front desk cast a blue hum over the lobby and into the stairwell as he entered. The door clanged shut behind him as he billowed down the steps, his coat trailing like a cloud behind him.

On the gray drywall, block numbers read the basement floors: B1, B2, B3, all the way down to B6, where Toomes had been told that work on his project would begin.

He swiped at the door, and a green beep told him he was allowed in. He pushed through the doorway and into the laboratory. Green overhead lamps flickered on as he entered, activated by his presence.

A few focus lights came on over worktables. And there, in the center of the room, suspended by wires, was a frame in memory cloth. A frame of something that looked supernatural, almost extraterrestrial.

As if before an altar, Adrian Toomes walked forward. He pulled the craft from its dais and stared at it. It was a Kevlar chestplate with elastic sleeves. The sleeves became thin gloves that were wired up the arm towards the back of the Kevlar vest.

And there, at the top of the spine, spread the memory cloth. Adrian pulled on the apparatus, knowing the same motions as his design would activate the optic fibers in the cloth. He felt the wing vest cling to him like a second skin.

His hands hung limply by his side. He clenched his fist and felt a sharp, painful piercing in the back of each hand, like a needle drawing blood. The wires had stabbed into his nerves to get a finer reading of his motions, though his actual gestures should be enough. And to prove it, he spread his arms.

The memory cloth snapped erect in a sharp burst, like the cracking of a thousand whips. And the wings, what glorious wings. The black wings of an angel glistening under the green lights of the lab. He could hear a gentle hum that he'd always imagined neurons would sound like when their synapses fired. Now he was the center of those neurons, the soma of dendritic wings pointing towards the walls, towards heaven. He hooked his arms, felt the wires throbbing in the veins of his hand. It hurt, but it was glorious pain. A pain that burst through him and scoured outwards and the wings folded in obedience to this… this pain.

But not pain.

Not pain at all.

It was a release, a freedom. It was a life taking form.

For what life was not born in pain.

He pointed his palms downward, felt a warm heat coalesce within his skin, the wires taking readings, acknowledging his order. And he heard the booster activate.

His eyes wild with excitement, Toomes drew his gun from his overcoat, the wing behind that hand mimicking his gesture precisely. He pointed the gun forward, the wing arching in tandem, and then re-ascended the stairwell.

He came out in the lobby and stood before the desk with the Oscorp logo hovering in steel letters over his head.

Two shots took out the glass entrance and then he leaned forward, his heart racing, his eyes never blinking, and he thrust his hands backwards. The wings pointed like an arrow, and the thrusters built into the back of the vest fired like a nebula. Green and red flames spewed from his back and he pulsed forward.

His body tore from the floor and forward into the day. He threw his arms outward and tilted up towards the sky. Toward clouds and blue miles that hung over his head. But not anymore. Now they were his playground. He could fly below them, above them, through them. The city, once the distance of an hour's drive, was now just a dollhouse. The wings obeyed his every motion and he was a dream realized.

Adrian Toomes was an angel. But not just any angel. He was Samael, with a gun in his hand, and two corpses in his wake…. Adrian Toomes was the Angel of Death.

He soared over New York to a meeting long past due. He flew to its heart. He flew to its blood and its brain. The money that made it run and the orders that made it function.

Adrian Toomes _flew… yes flew!_ to the distant penthouse of one Norman Osborn.

And he flew to kill.

_Oh, what fear man's bosom rendeth,  
when from heaven the Judge descendeth,  
on whose sentence all dependeth._

…

_When the Judge his seat attaineth,  
and each hidden deed arraigneth,  
nothing unavenged remaineth._

*

Peter held onto the knapsack in his lap and leaned against the door to face his uncle. "What was up with Aunt May?" he asked.

Uncle Ben pulled up beside the library steps.

"Look, Peter. We're… uh… we're having a tough time with the bills lately. It's getting hard. We're all living in a world where… well… you know how the economy is, kiddo. Not so easy to live in. And we weren't well off before all this disaster hit."

"I can help, Uncle Ben. I could try to get a second job. I don't want it to be hard on you guys. You've been… so… good to me."

"Peter…" Uncle Ben looked down at his knees and gripped the wheel of the car tightly. "I uh… You… you make me so… proud."

"Uncle Ben…"

"Some men have it so easy, bud. Some guys, like Harry's dad… they make so much money and they spend it just as fast, and it doesn't matter to them. It's always moving and gone and immaterial. It's like water or air. It's just there for the taking, there for the drinking, there for the splashing at whoever's around them."

"Yeah, Uncle Ben, but Mr. Osborn's a jack ass. Poor Harry. The stuff he deals with with that guy. You know Harry would trade his soul to have a dad like you."

"Oh, Peter. You know the problem with men like that? He's a man who's got too much going for him. Too much money. Too much power. And… with great power comes… _great_ responsibility.

"Do you know what I mean? That asshole doesn't hold himself responsible for anything. For his money, for his employees, even for his family. So I guess what I'm saying is that… well… you're growing up, bud. You're growing up into a beautiful, brilliant boy. More than your Aunt or I could ever hope for. But now that you're getting old, you've got responsibilities. We all do.

"And I think one of them that the both of us have been neglecting recently is reminding your Aunt May how much we love her. Because she's working so hard for us, Petey. She's working so hard, and sometimes I forget to tell her… I forget to tell her…"

"Uncle Ben…"

Peter put an arm on his Uncle's shoulder, but then leaned over his seatbelt and hugged him. The old man put a graying hand behind Peter's head and rubbed his tassled hair.

"You have fun studying, Peter, alright? Need me to pick you up later?"

"Nah, Uncle Ben, I'm okay." Peter got out of the car and dragged his bag behind him. He started to close the door, but then held it steady.

"Uncle Ben?"

He looked up from the wheel.

"Uncle Ben? I love you."

"Heh. I love you too, kid. Good luck."

"Thanks, Uncle Ben."

Peter closed the door, and Ben pulled off. His taillights faded into the Manhattan fog. Dark gray clouds peppered the shadowy purple sky as Peter walked right past the library and several blocks on. He passed Penn Station and saw, in the glittering lights of the building's spectacle, the façade of Madison Square Garden.

Peter walked inside, through the crowded main entrance, and down to a bathroom in the lobby. Throngs of people came at him from every direction under the beams of white fluorescents overhead. Peter scurried into the Men's Room and locked himself in a stall, heaving a deep breath in the sterile-scented room.

All around him, the sound of burly men and their wrestling bets filled the space.

Peter lowered the toilet lid and put his bag on the seat. He unzipped it, and pulled out a bunch of clothes. He took off what he had on and stuffed it in a separate pocket.

Except his boxers.

Had to keep his boxers.

He put on red socker socks, and pulled blue sweatpants over them. He put on his Uncle's red snow mask and donned a pair of Harry's Oakley sunglasses (that he really needed to give back) over the eye holes. He pulled on a red Under Armour shirt and black knitted gloves, with a black paper spider scotch-taped to the chest. He tugged a skullcap over his head and put his sneakers back on.

Hot with anticipation he shook his hands and cracked his knuckles, then sat down on the toilet.

Slowly, he breathed in and out, saying very softly to himself: _You, Peter Parker, will kick ass. Stop stressing. No one else is genetically enhanced. I think. I mean, I don't know what they do to make those guys so friggin' huge, but… stop it. Stop. Calm down. You're Spider-Man._

_Spider-Man. Yeah._

Overhead, Harry Osborn and Eddie Brock entered through the same doors as Peter. They cut left where he'd cut right, and went to a digital board. On it were the names of a dozen or so contestants, and at the top was written "The Guillotine."

"Listen to this crap," said Harry. "FlyTrap, the Silver Sickle. Oh look at this moron. Spelled his damn name wrong; calls himself 'the Exercist.' Hope he doesn't treadmill everybody to death."

Suddenly, Eddie roared with laughter. Harry followed his gaze. "Spider-Man," squealed Eddie, who fell to his knees. "Oh my God, he named himself after a bug. A bug!" Harry started laughing so hard his eyes began watering and he put his hand on the wall to balance himself.

"Maybe FlyTrap can eat the spider!"

"Om Nom Nom!" cried Eddie dramatically. His hands clawing at the air before he dove towards Harry and threw his arm over his shoulders. "Oh, my God, this is gonna be classic."

Downstairs, Peter slumped his head in his hands, realizing how profusely he was sweating in his stall. _Spider-Man. Spider-Man. Everybody wishes they were you. Come on, Petey. Cheer up._

The toilet next to him flushed and the door clanked against the frame. Peter's stomach doubled over. Repeatedly.

_Oh who am I kidding? I'm dressed like a hobo, and I'm about to fight a guy called the Guillotine. I'm retarded. I'm a retarded teenager, and my uncle _just_ talked to me about the responsibility of people with power. I've got power, and… yup… that's someone taking a dump. I'm sitting in a bathroom waiting to wrestle. Next to some guy who's taking a dump._

_Fuck. My. Life._


End file.
